Remuneration Committee

The Remuneration Committee meets regularly to consider all material elements of remuneration policy, the remuneration and incentivisation of executive directors and senior management and makes recommendations to the board on the framework for executive remuneration and its cost. It also makes recommendations regarding the remuneration of the Chairman of the Board. The board is responsible for implementing the recommendations and agreeing the remuneration packages of individual directors of the company. A director of the company is not, under the terms of the Company’s Articles, permitted to vote on his own terms and conditions of remuneration.

The UK Corporate Governance Code recommends that the Remuneration Committee should comprise of at least three members being Non-Executive Directors who are deemed independent for UK Corporate Governance Code purposes. In addition, the chairman of the company may be a member of, but not chair of, the Remuneration Committee if he was considered independent on appointment. The Remuneration Committee is chaired by Rod Perry and its other members are Per Afrell, Helmut Kern and Lord Moonie. The directors therefore consider that the Remuneration Committee complies with the UK Corporate Governance Code recommendations regarding the Remuneration Committee.

Terms of Reference of the Remuneration Committee